1012-00006 · Stonefield Logistics Group · Pleadings

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CAUSE NO. DC-24-01847

STONEFIELD LOGISTICS GROUP INC., Plaintiff,

RIDGELINE FREIGHT CARRIERS LLC and GERALD "GERRY" BRASHEAR, Defendants.

IN THE 134TH JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS

AFFIDAVIT OF MARCUS ELLINGTON IN SUPPORT OF PLAINTIFF'S MOTION FOR DEFAULT JUDGMENT

STATE OF TEXAS

COUNTY OF DALLAS

BEFORE ME, the undersigned notary public, on this day personally appeared Marcus Ellington, known to me to be credible and competent, who, being by me duly sworn, on his oath deposes and states as follows:

I. Identification and Capacity of Affiant

1. My name is Marcus Ellington. I am over the age of eighteen years, of sound mind, and competent to make this affidavit. I have never been convicted of a felony or a crime involving moral turpitude. I have personal knowledge of the facts set forth herein, and all statements contained in this affidavit are true and correct.

2. I serve as the Chief Executive Officer of Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Texas corporation duly organized and existing under the laws of the State of Texas, with its principal office located at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226. I have served in this capacity since June 2019, when SLG was acquired by Crestpoint Industrial Partners Fund III, LP.

3. In my role as Chief Executive Officer, I am responsible for the overall management and strategic direction of SLG, including oversight of the company's key commercial relationships, carrier partnerships, and significant contractual commitments. I am authorized to execute contracts and binding agreements on behalf of Stonefield Logistics Group Inc. and to provide testimony and sworn statements in connection with legal proceedings involving the company.

4. SLG is a transportation and logistics company operating as a third-party logistics provider (commonly known as a "3PL provider") specializing in dedicated fleet management, intermodal drayage, and last-mile delivery services. SLG operates a managed transportation network spanning fourteen states throughout the Southern and Central United States, maintaining active relationships with approximately 340 carrier partners that provide freight transportation services to SLG's customers. For the fiscal year ended December 31, 2023, SLG generated approximately $485 million in annual revenue. SLG's business model depends critically upon the reliable performance of its carrier partners, as SLG contractually guarantees service levels and delivery windows to its end-user customers, including major national retail chains.

II. The Dedicated Freight Services Agreement

5. On April 15, 2022, Stonefield Logistics Group Inc. (acting in the capacity of "Shipper") and Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC"), an Oklahoma limited liability company registered to do business in the State of Texas, with its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, entered into a written contract titled "Dedicated Freight Services Agreement" (hereinafter the "DFSA" or the "Agreement"). Ridgeline operates as a motor carrier under United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886.

6. The DFSA was executed by me, Marcus Ellington, on behalf of Stonefield Logistics Group Inc. in my capacity as Chief Executive Officer, and by Gerald "Gerry" Brashear, Managing Member and sole owner of Ridgeline Freight Carriers LLC, on behalf of Ridgeline. The DFSA was the product of arms-length negotiations between the parties, which took place over a period of approximately six weeks prior to execution. Both parties were represented by counsel during the negotiation process.

7. A true and correct copy of the fully executed DFSA, including all schedules, exhibits, and addenda thereto, is attached hereto as Exhibit A and incorporated herein by reference for all purposes. This copy is maintained in Stonefield's ordinary course of business records and was retrieved from SLG's contract management system for purposes of this proceeding.

A. Key Terms of the DFSA

8. The following is a summary of the key terms and provisions of the DFSA that are material to Plaintiff's claims and to this Motion for Default Judgment:

(a) Term. Section 2.1 of the DFSA provides that the Agreement shall be effective for a period of thirty-six (36) months, commencing on April 15, 2022 and terminating on April 14, 2025, unless sooner terminated in accordance with the provisions of the Agreement.

(b) Scope of Services. Under Section 3.1 of the DFSA, Ridgeline committed to providing a minimum of twelve (12) dedicated Class 8 tractor-trailers, each accompanied by a qualified commercial driver possessing a valid Class A commercial driver's license, for use on Stonefield's Texas retail distribution lanes. These lanes included, without limitation, daily routes between SLG's distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. Ridgeline further agreed to maintain all vehicles in compliance with applicable Federal Motor Carrier Safety Administration ("FMCSA") regulations and to ensure that all drivers assigned to the dedicated fleet met SLG's driver qualification and safety standards as set forth in Schedule B to the DFSA.

(c) Minimum Monthly Revenue Commitment. Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of Three Hundred Twenty-Five Thousand Dollars ($325,000.00) per month for the full term of the Agreement. This Minimum Monthly Revenue Commitment equated to an annual revenue floor of Three Million Nine Hundred Thousand Dollars ($3,900,000.00) and a total contract value over the thirty-six-month term of Eleven Million Seven Hundred Thousand Dollars ($11,700,000.00). The Minimum Monthly Revenue Commitment was established to reflect Stonefield's anticipated freight volumes on the Texas retail distribution lanes and to provide Ridgeline with a reliable and predictable revenue stream sufficient to justify Ridgeline's investment in dedicated equipment and driver capacity.

(d) Liquidated Damages Provision. Section 14.3 of the DFSA provides that, in the event of Carrier's material default under the Agreement and Carrier's failure to cure such default within thirty (30) days of written notice from Shipper specifying the nature of the default, Carrier shall pay to Shipper liquidated damages in an amount equal to the greater of: (i) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term, or (ii) Five Hundred Thousand Dollars ($500,000.00). The parties expressly agreed at the time of contracting, and acknowledged in writing in the DFSA, that the liquidated damages amount set forth in Section 14.3 represents a reasonable estimate of Shipper's losses resulting from re-procurement of carrier services, disruption to Shipper's transportation network, loss of customer goodwill, and reputational harm, and that such damages would be inherently difficult to calculate with precision at the time of breach. The liquidated damages provision was not intended as, and does not constitute, a penalty.

(e) Consequential Damages Carve-Out. Section 14.4 of the DFSA contains a consequential damages carve-out which expressly permits the Shipper to recover actual, documented re-procurement costs incurred as a result of Carrier's material default, in addition to the liquidated damages amount payable under Section 14.3. This carve-out was specifically negotiated to address the scenario in which Stonefield would need to engage substitute carriers at spot-market or surge-pricing rates to maintain service continuity for its end-user customers following a material default by Ridgeline.

(f) Personal Guaranty. Section 14.5 of the DFSA contains a personal, unconditional guaranty of Carrier's obligations under Section 14 of the Agreement, executed by Gerald "Gerry" Brashear in his individual capacity as Managing Member and sole owner of Ridgeline Freight Carriers LLC. Under the terms of the guaranty, Brashear personally, unconditionally, and irrevocably guaranteed the prompt and complete payment and performance of all obligations of Ridgeline arising under Section 14 of the DFSA, including liquidated damages under Section 14.3 and re-procurement costs under Section 14.4. The guaranty is subject to a cap of Three Million Dollars ($3,000,000.00).

(g) Attorneys' Fees. Section 14.6 of the DFSA provides that, in any action brought to enforce the terms of the Agreement or to recover damages arising from any breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses of litigation from the non-prevailing party.

(h) Governing Law. Section 18.1 of the DFSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts-of-law principles.

(i) Forum Selection. Section 18.2 of the DFSA provides that the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for any and all disputes arising out of or relating to the Agreement.

III. Ridgeline's Progressive Breach of the DFSA

9. From the commencement of the DFSA in April 2022 through approximately the end of June 2023, a period of approximately fifteen months, Ridgeline performed its obligations under the Agreement in a generally satisfactory manner. During this period, Ridgeline consistently deployed the contractually required minimum of twelve (12) dedicated Class 8 tractor-trailers with qualified drivers on SLG's Texas retail distribution lanes. During this initial performance period, the working relationship between SLG and Ridgeline was professional and productive, and Ridgeline's service levels met or exceeded the key performance indicators established in Schedule C to the DFSA.

10. Beginning in July 2023, Ridgeline began failing to provide the contractually required minimum of twelve (12) dedicated trucks on SLG's Texas distribution lanes. The decline in Ridgeline's truck deployment was progressive and worsened significantly over the following months. Specifically, based on SLG's daily fleet deployment records maintained by our operations department, Ridgeline's truck deployment declined as follows:

• July 2023: Ridgeline deployed an average of approximately 9 to 10 trucks per day, representing a shortfall of 2 to 3 trucks below the 12-truck contractual minimum.

• August 2023: Ridgeline deployed an average of approximately 7 to 8 trucks per day, representing a shortfall of 4 to 5 trucks below the contractual minimum.

• September 2023: Ridgeline deployed an average of approximately 5 to 6 trucks per day, representing a shortfall of 6 to 7 trucks below the contractual minimum.

• October 2023: Ridgeline deployed as few as 4 trucks on certain days, representing a shortfall of up to 8 trucks below the 12-truck contractual minimum. By mid-October, Ridgeline was consistently deploying no more than 4 to 5 trucks on any given day.

11. These service failures by Ridgeline caused significant and material disruptions to Stonefield's Texas retail distribution network. SLG's end-user customers depend upon timely and reliable delivery of freight within designated delivery windows, and Ridgeline's failure to provide the contractually committed truck capacity resulted in missed delivery windows, late and incomplete shipments, customer complaints and service-level chargebacks, and the necessity for Stonefield to procure emergency substitute carrier services at substantially higher spot-market and surge-pricing rates to avoid further service degradation. The disruptions attributable to Ridgeline's declining performance placed SLG's customer relationships at serious risk and required the diversion of significant internal management attention and resources to remediate the situation.

12. During the period of Ridgeline's declining performance, I personally communicated with Gerald Brashear on multiple occasions, including by telephone on or about July 18, 2023, August 9, 2023, September 5, 2023, and October 3, 2023, regarding Ridgeline's failure to meet its contractual obligations. In those conversations, Mr. Brashear acknowledged that Ridgeline was experiencing significant operational challenges, including driver attrition, difficulty recruiting and retaining qualified CDL-A drivers, and financial difficulties related to rising fuel costs, equipment maintenance expenses, and tightening credit terms from Ridgeline's lenders. Mr. Brashear represented to me on more than one occasion that Ridgeline would take steps to restore its truck deployment to the 12-truck contractual minimum, but those representations were never fulfilled.

13. Samuel Trujillo, SLG's Vice President of Operations, who oversaw the day-to-day management of the Ridgeline relationship and monitored daily fleet deployment data, communicated with Ridgeline's dispatch and operations personnel on a near-daily basis during this period and can confirm the progressive service degradation described herein. Mr. Trujillo reported directly to me regarding the deteriorating performance and the operational impact on SLG's Texas distribution lanes.

IV. The Cure Notice

14. On October 18, 2023, Stonefield Logistics Group Inc. sent a formal written notice of material breach (the "Cure Notice") to Ridgeline Freight Carriers LLC at its principal office address of 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Gerald "Gerry" Brashear, individually, at his personal residence address of 2314 Quail Creek Drive, Edmond, Oklahoma 73034. The Cure Notice was transmitted via both United States Postal Service certified mail, return receipt requested, and via electronic mail (email), in accordance with the notice provisions set forth in Section 17.1 of the DFSA.

15. The Cure Notice specifically identified the material breaches committed by Ridgeline, including Ridgeline's sustained and continuing failure to provide the minimum twelve (12) dedicated Class 8 tractor-trailers with qualified drivers as required under Section 3.1 of the DFSA, and the resulting breach of the Minimum Monthly Revenue Commitment under Section 3.2 of the DFSA. The Cure Notice further stated that, in accordance with Section 14.3 of the DFSA, Ridgeline was afforded a period of thirty (30) days from the date of the notice—that is, until November 17, 2023—to cure the identified material breaches by restoring truck deployment to the full 12-truck contractual minimum and by taking such other corrective actions as may be necessary to bring Ridgeline into compliance with its obligations under the Agreement.

16. The Cure Notice expressly informed Ridgeline and Brashear that, in the event Ridgeline failed to cure the identified breaches within the 30-day cure period, Stonefield would exercise its rights and remedies under Section 14 of the DFSA, including the right to terminate the Agreement, recover liquidated damages under Section 14.3, recover re-procurement costs under Section 14.4, and enforce the personal guaranty against Gerald Brashear under Section 14.5.

17. A true and correct copy of the Cure Notice dated October 18, 2023, together with the certified mail receipts evidencing delivery, is attached hereto as Exhibit B and incorporated herein by reference for all purposes.

V. Failure to Cure and Cessation of Operations

18. The thirty-day cure period specified in the Cure Notice expired on November 17, 2023. Ridgeline Freight Carriers LLC failed to cure the material breaches identified in the Cure Notice within the prescribed cure period. At no time during the cure period did Ridgeline restore its truck deployment to the contractually required minimum of twelve (12) dedicated tractor-trailers. To the contrary, Ridgeline's deployment continued to decline during the cure period, with Ridgeline deploying no more than 3 to 4 trucks on a consistent basis during late October and November 2023.

19. Neither Ridgeline nor Gerald Brashear submitted any written cure plan, proposed any alternative performance arrangement, or otherwise communicated any meaningful intention to bring Ridgeline into compliance with its obligations under the DFSA during the 30-day cure period. Mr. Brashear did not respond to the Cure Notice in writing.

20. On or about December 8, 2023, Ridgeline ceased all freight operations entirely. On that date, the remaining Ridgeline trucks were pulled off SLG's Texas distribution lanes, and Ridgeline's dispatch office became unresponsive to communications from SLG's operations team. To my knowledge, based on inquiries made by SLG's operations department and by SLG's counsel, Ridgeline has not resumed freight operations at any time since December 8, 2023. Ridgeline appears to have abandoned its business. As of the date of this affidavit, Ridgeline's website is inactive, and its listed telephone numbers are disconnected or go unanswered.

21. At no time following the expiration of the cure period on November 17, 2023 has Ridgeline or Gerald Brashear communicated to Stonefield any plan to resume services, cure the identified defaults, or satisfy any of Ridgeline's outstanding obligations under the DFSA.

VI. The Formal Demand

22. On December 22, 2023, Diane Ostrowski, General Counsel of Stonefield Logistics Group Inc., sent a formal written demand letter (the "Demand Letter") to Ridgeline Freight Carriers LLC and to Gerald Brashear, individually, via certified mail, return receipt requested, and via email. The Demand Letter was addressed to Ridgeline at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159 and to Gerald Brashear at 2314 Quail Creek Drive, Edmond, Oklahoma 73034.

23. The Demand Letter stated that Ridgeline had committed material breaches of the DFSA that were not cured within the 30-day cure period and that Stonefield was entitled to recover liquidated damages under Section 14.3 and actual re-procurement damages under Section 14.4 of the DFSA. The Demand Letter further stated that Gerald Brashear was personally liable for such damages under the personal guaranty set forth in Section 14.5 of the Agreement. The Demand Letter demanded full payment of all amounts owed within fifteen (15) business days and informed Ridgeline and Brashear that Stonefield would pursue all available legal remedies, including litigation, in the event payment was not received.

24. A true and correct copy of the Demand Letter dated December 22, 2023, is attached hereto as Exhibit C and incorporated herein by reference for all purposes.

25. Neither Ridgeline Freight Carriers LLC nor Gerald Brashear responded to the December 22, 2023 Demand Letter. No payment of any kind was received from Ridgeline or Brashear in response to the Demand Letter or at any time thereafter.

VII. Engagement of Counsel

26. On January 29, 2024, Stonefield Logistics Group Inc. formally engaged the law firm of Calderwood & Harkness LLP, Dallas, Texas, to represent SLG in connection with the pursuit of breach-of-contract claims against Ridgeline Freight Carriers LLC and Gerald Brashear arising from the DFSA.

27. On February 5, 2024, Calderwood & Harkness LLP, acting on behalf of Stonefield, sent a pre-suit demand letter to Ridgeline Freight Carriers LLC and Gerald Brashear, via certified mail and email, demanding payment of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00), representing the total amount of liquidated damages and re-procurement damages owed under the DFSA. The pre-suit demand letter afforded Ridgeline and Brashear ten (10) business days to respond and make payment, and stated that, in the absence of a satisfactory response, Stonefield would file suit. No response of any kind was received from either Ridgeline or Brashear.

VIII. Computation of Damages

28. Stonefield Logistics Group Inc. seeks recovery of the following categories of damages arising from Ridgeline's material breach of the DFSA:

A. Liquidated Damages Under § 14.3

29. Section 14.3 of the DFSA provides for the payment of liquidated damages by Carrier in the event of a material default that is not cured within the 30-day cure period. The liquidated damages amount is calculated as the greater of: (a) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term, or (b) Five Hundred Thousand Dollars ($500,000.00).

30. The date of default, for purposes of the liquidated damages calculation, is November 17, 2023, the date on which the 30-day cure period expired without cure by Ridgeline.

31. The DFSA was scheduled to expire on April 14, 2025. Accordingly, as of the date of default on November 17, 2023, the remaining unexpired term of the Agreement was approximately seventeen (17) months (from November 17, 2023 through April 14, 2025).

32. The remaining unpaid Minimum Monthly Revenue Commitment for the unexpired term is calculated as follows:

$325,000.00 per month × 17 months = $5,525,000.00

33. Twenty-five percent (25%) of the remaining Minimum Monthly Revenue Commitment is calculated as follows:

$5,525,000.00 × 0.25 = $1,381,250.00

34. Because the amount of $1,381,250.00 exceeds the $500,000.00 floor established by Section 14.3(b) of the DFSA, the applicable liquidated damages amount under Section 14.3 is $1,381,250.00.

B. Re-Procurement Damages Under § 14.4

35. Following Ridgeline's default and subsequent complete cessation of freight operations on or about December 8, 2023, Stonefield was compelled to procure substitute carrier services on an emergency basis at spot-market and surge-pricing rates in order to maintain continuity of its Texas retail distribution network and to fulfill its contractual obligations to its end-user customers. The necessity of procuring substitute services on an emergency, short-notice basis, during a period of elevated freight demand (the holiday and post-holiday shipping season), resulted in Stonefield incurring freight costs substantially in excess of the rates that would have been payable to Ridgeline under the DFSA for equivalent services.

36. During the period from November 18, 2023 through January 15, 2024, a period of approximately fifty-nine (59) days, Stonefield incurred documented re-procurement costs totaling $1,056,250.00. These costs consisted of the following categories of expenses:

(a) Emergency spot-market freight charges paid to substitute carriers engaged to cover routes previously serviced by Ridgeline on SLG's Texas retail distribution lanes;

(b) Surge-pricing premiums charged by substitute carriers due to the short-notice, emergency nature of the engagements and the elevated freight demand during the November-January period; and

(c) Substitute carrier engagement fees, including expedited onboarding, credential verification, and insurance compliance processing fees required to bring new carrier partners into SLG's managed transportation network on an accelerated timeline.

37. These re-procurement costs are recoverable under the consequential damages carve-out in Section 14.4 of the DFSA, which expressly permits the Shipper to recover actual, documented re-procurement costs incurred as a result of Carrier's material default, in addition to the liquidated damages amount payable under Section 14.3. The carve-out in Section 14.4 was specifically negotiated between the parties to address the precise scenario that occurred here—namely, a material default by the Carrier necessitating emergency procurement of substitute services at premium rates.

38. Supporting documentation for these re-procurement costs, including invoices from substitute carriers, purchase orders, rate confirmations, and internal cost summaries prepared by Samuel Trujillo, Vice President of Operations, are maintained in Stonefield's ordinary course of business records and are available for production to the Court upon request. I have personally reviewed these records and attest that the total re-procurement costs of $1,056,250.00 are accurate and reflect only those costs directly attributable to the replacement of services that were to have been provided by Ridgeline under the DFSA.

C. Total Damages

39. The total damages sought by Stonefield Logistics Group Inc. in this action are summarized as follows:

40. The total damages amount of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00) represents the full amount of Stonefield's claims for liquidated damages and re-procurement damages under the DFSA. Stonefield additionally seeks pre-judgment interest, reasonable attorneys' fees, and court costs as set forth in Plaintiff's Motion for Default Judgment and as provided for under Section 14.6 of the DFSA and applicable Texas law.

IX. Authentication of Exhibits

41. In connection with this Affidavit and Plaintiff's Motion for Default Judgment, I authenticate the following documents, which are attached hereto as exhibits:

(a) Exhibit A — Dedicated Freight Services Agreement dated April 15, 2022. Attached hereto as Exhibit A is a true and correct copy of the fully executed Dedicated Freight Services Agreement between Stonefield Logistics Group Inc. and Ridgeline Freight Carriers LLC, dated April 15, 2022, including all schedules, exhibits, and addenda, and including the Personal Guaranty executed by Gerald "Gerry" Brashear at Section 14.5 of the Agreement. This copy was retrieved from Stonefield's contract management system and is maintained in SLG's ordinary course of business records. I personally executed this Agreement on behalf of Stonefield and have personal knowledge of its contents.

(b) Exhibit B — Written Notice of Material Breach dated October 18, 2023. Attached hereto as Exhibit B is a true and correct copy of the written Cure Notice dated October 18, 2023, sent by Stonefield to Ridgeline Freight Carriers LLC and Gerald Brashear, together with the certified mail receipts evidencing transmittal and delivery. I reviewed and approved the Cure Notice prior to its transmittal and am personally familiar with its contents.

(c) Exhibit C — Formal Demand Letter dated December 22, 2023. Attached hereto as Exhibit C is a true and correct copy of the formal Demand Letter dated December 22, 2023, sent by Diane Ostrowski, General Counsel of Stonefield Logistics Group Inc., to Ridgeline Freight Carriers LLC and Gerald Brashear. I reviewed and approved the Demand Letter prior to its transmittal and am personally familiar with its contents.

42. Each of the foregoing documents is a true, correct, and complete copy of the original, and each is a business record of Stonefield Logistics Group Inc. that was made and kept in the regular course of SLG's business, at or near the time of the events described therein, by a person with knowledge of the facts, as a regular practice of SLG's business activity.

X. Personal Guaranty of Gerald Brashear

43. As set forth above, Gerald "Gerry" Brashear, in his individual capacity as Managing Member and sole owner of Ridgeline Freight Carriers LLC, executed a personal, unconditional, and irrevocable guaranty of Ridgeline's obligations under Section 14 of the DFSA (the "Personal Guaranty"). The Personal Guaranty is set forth in Section 14.5 of the DFSA, a true and correct copy of which is included in Exhibit A attached hereto.

44. Under the terms of the Personal Guaranty, Brashear personally guaranteed the prompt and complete payment and performance of all monetary obligations of Ridgeline arising under Section 14 of the DFSA, including liquidated damages under Section 14.3, re-procurement costs under Section 14.4, and attorneys' fees and costs under Section 14.6. The Personal Guaranty is unconditional and is not subject to any conditions precedent, including the requirement that Stonefield first exhaust remedies against Ridgeline. The Personal Guaranty is capped at Three Million Dollars ($3,000,000.00).

45. The total damages claimed by Stonefield in this action—$2,437,500.00—fall within the $3,000,000.00 cap of the Personal Guaranty. Accordingly, Gerald Brashear is jointly and severally liable with Ridgeline Freight Carriers LLC for the full amount of damages claimed, together with any pre-judgment interest, reasonable attorneys' fees, and court costs awarded by this Court.

XI. No Cure, No Payment, No Communication

46. As of the date of this Affidavit, neither Ridgeline Freight Carriers LLC nor Gerald "Gerry" Brashear has cured, or taken any steps to cure, any of the material breaches identified in the October 18, 2023 Cure Notice.

47. Neither Ridgeline nor Brashear has made any payment of any kind toward the liquidated damages, re-procurement damages, or any other amounts owed to Stonefield under the DFSA.

48. Neither Ridgeline Freight Carriers LLC nor Gerald Brashear has filed an answer, responsive pleading, or any other appearance in this action within the time prescribed by the Texas Rules of Civil Procedure, or at any time thereafter.

49. To my knowledge, based on reasonable inquiry, Ridgeline Freight Carriers LLC has not filed a voluntary or involuntary petition for bankruptcy under Title 11 of the United States Code, nor has any bankruptcy proceeding involving Ridgeline been commenced in any jurisdiction. Similarly, to my knowledge, Gerald Brashear has not filed a voluntary or involuntary petition for bankruptcy. Ridgeline has, however, ceased all business operations and appears to have abandoned its business, as described above.

50. Neither Ridgeline nor Brashear is a member of the military services of the United States or otherwise entitled to protection under the Servicemembers Civil Relief Act, 50 U.S.C. §§ 3901–4043, to the best of my knowledge and belief.

XII. Prayer

51. Based on the foregoing, I respectfully request that this Honorable Court grant Plaintiff Stonefield Logistics Group Inc.'s Motion for Default Judgment against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, jointly and severally, for:

(a) Total damages in the amount of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00), consisting of liquidated damages of $1,381,250.00 under Section 14.3 of the DFSA and re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA;

(b) Pre-judgment interest at the applicable rate under Texas law from November 17, 2023, the date of default, through the date of judgment;

(c) Reasonable attorneys' fees and costs of court as provided under Section 14.6 of the DFSA and applicable Texas law, in the amount set forth in Plaintiff's Motion for Default Judgment and the supporting affidavit of counsel; and

(d) Such other and further relief as this Court deems just and equitable.

FURTHER AFFIANT SAYETH NOT.

________________________________________

Marcus Ellington Chief Executive Officer Stonefield Logistics Group Inc. 4100 Commerce Street, Suite 1200 Dallas, Texas 75226

Date: _____, 2024

STATE OF TEXAS

COUNTY OF DALLAS

SUBSCRIBED AND SWORN TO BEFORE ME by Marcus Ellington on this _ day of _____, 2024, to certify which, witness my hand and seal of office.

________________________________________

Notary Public, State of Texas

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL/STAMP]

EXHIBIT LIST

The following exhibits are referenced in this Affidavit and are separately attached hereto:

Category of Damages	DFSA Provision	Amount
Liquidated Damages	§ 14.3	$1,381,250.00
Re-Procurement Damages	§ 14.4	$1,056,250.00
Total Damages	$2,437,500.00
Exhibit	Description
Exhibit A	Dedicated Freight Services Agreement dated April 15, 2022, between Stonefield Logistics Group Inc. and Ridgeline Freight Carriers LLC (including the Personal Guaranty executed by Gerald Brashear at § 14.5)
Exhibit B	Written Notice of Material Breach dated October 18, 2023, sent by Stonefield to Ridgeline and Gerald Brashear (with certified mail receipts)
Exhibit C	Formal Demand Letter dated December 22, 2023, sent by Diane Ostrowski, General Counsel of Stonefield, to Ridgeline and Gerald Brashear

CAUSE NO. DC-24-01847
STONEFIELD LOGISTICS GROUP INC., Plaintiff,
v.
RIDGELINE FREIGHT CARRIERS LLC and GERALD "GERRY" BRASHEAR, Defendants.
IN THE 134TH JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS
AFFIDAVIT OF MARCUS ELLINGTON IN SUPPORT OF PLAINTIFF'S MOTION FOR DEFAULT JUDGMENT
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned notary public, on this day personally appeared Marcus Ellington, known to me to be credible and competent, who, being by me duly sworn, on his oath deposes and states as follows:
I. Identification and Capacity of Affiant
1.  My name is Marcus Ellington. I am over the age of eighteen years, of sound mind, and competent to make this affidavit. I have never been convicted of a felony or a crime involving moral turpitude. I have personal knowledge of the facts set forth herein, and all statements contained in this affidavit are true and correct.
2.  I serve as the Chief Executive Officer of Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Texas corporation duly organized and existing under the laws of the State of Texas, with its principal office located at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226. I have served in this capacity since June 2019, when SLG was acquired by Crestpoint Industrial Partners Fund III, LP.
3.  In my role as Chief Executive Officer, I am responsible for the overall management and strategic direction of SLG, including oversight of the company's key commercial relationships, carrier partnerships, and significant contractual commitments. I am authorized to execute contracts and binding agreements on behalf of Stonefield Logistics Group Inc. and to provide testimony and sworn statements in connection with legal proceedings involving the company.
4.  SLG is a transportation and logistics company operating as a third-party logistics provider (commonly known as a "3PL provider") specializing in dedicated fleet management, intermodal drayage, and last-mile delivery services. SLG operates a managed transportation network spanning fourteen states throughout the Southern and Central United States, maintaining active relationships with approximately 340 carrier partners that provide freight transportation services to SLG's customers. For the fiscal year ended December 31, 2023, SLG generated approximately $485 million in annual revenue. SLG's business model depends critically upon the reliable performance of its carrier partners, as SLG contractually guarantees service levels and delivery windows to its end-user customers, including major national retail chains.
II. The Dedicated Freight Services Agreement
5.  On April 15, 2022, Stonefield Logistics Group Inc. (acting in the capacity of "Shipper") and Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC"), an Oklahoma limited liability company registered to do business in the State of Texas, with its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, entered into a written contract titled "Dedicated Freight Services Agreement" (hereinafter the "DFSA" or the "Agreement"). Ridgeline operates as a motor carrier under United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886.
6.  The DFSA was executed by me, Marcus Ellington, on behalf of Stonefield Logistics Group Inc. in my capacity as Chief Executive Officer, and by Gerald "Gerry" Brashear, Managing Member and sole owner of Ridgeline Freight Carriers LLC, on behalf of Ridgeline. The DFSA was the product of arms-length negotiations between the parties, which took place over a period of approximately six weeks prior to execution. Both parties were represented by counsel during the negotiation process.
7.  A true and correct copy of the fully executed DFSA, including all schedules, exhibits, and addenda thereto, is attached hereto as Exhibit A and incorporated herein by reference for all purposes. This copy is maintained in Stonefield's ordinary course of business records and was retrieved from SLG's contract management system for purposes of this proceeding.
A. Key Terms of the DFSA
8.  The following is a summary of the key terms and provisions of the DFSA that are material to Plaintiff's claims and to this Motion for Default Judgment:
(a) Term. Section 2.1 of the DFSA provides that the Agreement shall be effective for a period of thirty-six (36) months, commencing on April 15, 2022 and terminating on April 14, 2025, unless sooner terminated in accordance with the provisions of the Agreement.
(b) Scope of Services. Under Section 3.1 of the DFSA, Ridgeline committed to providing a minimum of twelve (12) dedicated Class 8 tractor-trailers, each accompanied by a qualified commercial driver possessing a valid Class A commercial driver's license, for use on Stonefield's Texas retail distribution lanes. These lanes included, without limitation, daily routes between SLG's distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. Ridgeline further agreed to maintain all vehicles in compliance with applicable Federal Motor Carrier Safety Administration ("FMCSA") regulations and to ensure that all drivers assigned to the dedicated fleet met SLG's driver qualification and safety standards as set forth in Schedule B to the DFSA.
(c) Minimum Monthly Revenue Commitment. Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of Three Hundred Twenty-Five Thousand Dollars ($325,000.00) per month for the full term of the Agreement. This Minimum Monthly Revenue Commitment equated to an annual revenue floor of Three Million Nine Hundred Thousand Dollars ($3,900,000.00) and a total contract value over the thirty-six-month term of Eleven Million Seven Hundred Thousand Dollars ($11,700,000.00). The Minimum Monthly Revenue Commitment was established to reflect Stonefield's anticipated freight volumes on the Texas retail distribution lanes and to provide Ridgeline with a reliable and predictable revenue stream sufficient to justify Ridgeline's investment in dedicated equipment and driver capacity.
(d) Liquidated Damages Provision. Section 14.3 of the DFSA provides that, in the event of Carrier's material default under the Agreement and Carrier's failure to cure such default within thirty (30) days of written notice from Shipper specifying the nature of the default, Carrier shall pay to Shipper liquidated damages in an amount equal to the greater of: (i) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term, or (ii) Five Hundred Thousand Dollars ($500,000.00). The parties expressly agreed at the time of contracting, and acknowledged in writing in the DFSA, that the liquidated damages amount set forth in Section 14.3 represents a reasonable estimate of Shipper's losses resulting from re-procurement of carrier services, disruption to Shipper's transportation network, loss of customer goodwill, and reputational harm, and that such damages would be inherently difficult to calculate with precision at the time of breach. The liquidated damages provision was not intended as, and does not constitute, a penalty.
(e) Consequential Damages Carve-Out. Section 14.4 of the DFSA contains a consequential damages carve-out which expressly permits the Shipper to recover actual, documented re-procurement costs incurred as a result of Carrier's material default, in addition to the liquidated damages amount payable under Section 14.3. This carve-out was specifically negotiated to address the scenario in which Stonefield would need to engage substitute carriers at spot-market or surge-pricing rates to maintain service continuity for its end-user customers following a material default by Ridgeline.
(f) Personal Guaranty. Section 14.5 of the DFSA contains a personal, unconditional guaranty of Carrier's obligations under Section 14 of the Agreement, executed by Gerald "Gerry" Brashear in his individual capacity as Managing Member and sole owner of Ridgeline Freight Carriers LLC. Under the terms of the guaranty, Brashear personally, unconditionally, and irrevocably guaranteed the prompt and complete payment and performance of all obligations of Ridgeline arising under Section 14 of the DFSA, including liquidated damages under Section 14.3 and re-procurement costs under Section 14.4. The guaranty is subject to a cap of Three Million Dollars ($3,000,000.00).
(g) Attorneys' Fees. Section 14.6 of the DFSA provides that, in any action brought to enforce the terms of the Agreement or to recover damages arising from any breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses of litigation from the non-prevailing party.
(h) Governing Law. Section 18.1 of the DFSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts-of-law principles.
(i) Forum Selection. Section 18.2 of the DFSA provides that the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for any and all disputes arising out of or relating to the Agreement.
III. Ridgeline's Progressive Breach of the DFSA
9.  From the commencement of the DFSA in April 2022 through approximately the end of June 2023, a period of approximately fifteen months, Ridgeline performed its obligations under the Agreement in a generally satisfactory manner. During this period, Ridgeline consistently deployed the contractually required minimum of twelve (12) dedicated Class 8 tractor-trailers with qualified drivers on SLG's Texas retail distribution lanes. During this initial performance period, the working relationship between SLG and Ridgeline was professional and productive, and Ridgeline's service levels met or exceeded the key performance indicators established in Schedule C to the DFSA.
10.  Beginning in July 2023, Ridgeline began failing to provide the contractually required minimum of twelve (12) dedicated trucks on SLG's Texas distribution lanes. The decline in Ridgeline's truck deployment was progressive and worsened significantly over the following months. Specifically, based on SLG's daily fleet deployment records maintained by our operations department, Ridgeline's truck deployment declined as follows:
•  July 2023: Ridgeline deployed an average of approximately 9 to 10 trucks per day, representing a shortfall of 2 to 3 trucks below the 12-truck contractual minimum.
•  August 2023: Ridgeline deployed an average of approximately 7 to 8 trucks per day, representing a shortfall of 4 to 5 trucks below the contractual minimum.
•  September 2023: Ridgeline deployed an average of approximately 5 to 6 trucks per day, representing a shortfall of 6 to 7 trucks below the contractual minimum.
•  October 2023: Ridgeline deployed as few as 4 trucks on certain days, representing a shortfall of up to 8 trucks below the 12-truck contractual minimum. By mid-October, Ridgeline was consistently deploying no more than 4 to 5 trucks on any given day.
11.  These service failures by Ridgeline caused significant and material disruptions to Stonefield's Texas retail distribution network. SLG's end-user customers depend upon timely and reliable delivery of freight within designated delivery windows, and Ridgeline's failure to provide the contractually committed truck capacity resulted in missed delivery windows, late and incomplete shipments, customer complaints and service-level chargebacks, and the necessity for Stonefield to procure emergency substitute carrier services at substantially higher spot-market and surge-pricing rates to avoid further service degradation. The disruptions attributable to Ridgeline's declining performance placed SLG's customer relationships at serious risk and required the diversion of significant internal management attention and resources to remediate the situation.
12.  During the period of Ridgeline's declining performance, I personally communicated with Gerald Brashear on multiple occasions, including by telephone on or about July 18, 2023, August 9, 2023, September 5, 2023, and October 3, 2023, regarding Ridgeline's failure to meet its contractual obligations. In those conversations, Mr. Brashear acknowledged that Ridgeline was experiencing significant operational challenges, including driver attrition, difficulty recruiting and retaining qualified CDL-A drivers, and financial difficulties related to rising fuel costs, equipment maintenance expenses, and tightening credit terms from Ridgeline's lenders. Mr. Brashear represented to me on more than one occasion that Ridgeline would take steps to restore its truck deployment to the 12-truck contractual minimum, but those representations were never fulfilled.
13.  Samuel Trujillo, SLG's Vice President of Operations, who oversaw the day-to-day management of the Ridgeline relationship and monitored daily fleet deployment data, communicated with Ridgeline's dispatch and operations personnel on a near-daily basis during this period and can confirm the progressive service degradation described herein. Mr. Trujillo reported directly to me regarding the deteriorating performance and the operational impact on SLG's Texas distribution lanes.
IV. The Cure Notice
14.  On October 18, 2023, Stonefield Logistics Group Inc. sent a formal written notice of material breach (the "Cure Notice") to Ridgeline Freight Carriers LLC at its principal office address of 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Gerald "Gerry" Brashear, individually, at his personal residence address of 2314 Quail Creek Drive, Edmond, Oklahoma 73034. The Cure Notice was transmitted via both United States Postal Service certified mail, return receipt requested, and via electronic mail (email), in accordance with the notice provisions set forth in Section 17.1 of the DFSA.
15.  The Cure Notice specifically identified the material breaches committed by Ridgeline, including Ridgeline's sustained and continuing failure to provide the minimum twelve (12) dedicated Class 8 tractor-trailers with qualified drivers as required under Section 3.1 of the DFSA, and the resulting breach of the Minimum Monthly Revenue Commitment under Section 3.2 of the DFSA. The Cure Notice further stated that, in accordance with Section 14.3 of the DFSA, Ridgeline was afforded a period of thirty (30) days from the date of the notice—that is, until November 17, 2023—to cure the identified material breaches by restoring truck deployment to the full 12-truck contractual minimum and by taking such other corrective actions as may be necessary to bring Ridgeline into compliance with its obligations under the Agreement.
16.  The Cure Notice expressly informed Ridgeline and Brashear that, in the event Ridgeline failed to cure the identified breaches within the 30-day cure period, Stonefield would exercise its rights and remedies under Section 14 of the DFSA, including the right to terminate the Agreement, recover liquidated damages under Section 14.3, recover re-procurement costs under Section 14.4, and enforce the personal guaranty against Gerald Brashear under Section 14.5.
17.  A true and correct copy of the Cure Notice dated October 18, 2023, together with the certified mail receipts evidencing delivery, is attached hereto as Exhibit B and incorporated herein by reference for all purposes.
V. Failure to Cure and Cessation of Operations
18.  The thirty-day cure period specified in the Cure Notice expired on November 17, 2023. Ridgeline Freight Carriers LLC failed to cure the material breaches identified in the Cure Notice within the prescribed cure period. At no time during the cure period did Ridgeline restore its truck deployment to the contractually required minimum of twelve (12) dedicated tractor-trailers. To the contrary, Ridgeline's deployment continued to decline during the cure period, with Ridgeline deploying no more than 3 to 4 trucks on a consistent basis during late October and November 2023.
19.  Neither Ridgeline nor Gerald Brashear submitted any written cure plan, proposed any alternative performance arrangement, or otherwise communicated any meaningful intention to bring Ridgeline into compliance with its obligations under the DFSA during the 30-day cure period. Mr. Brashear did not respond to the Cure Notice in writing.
20.  On or about December 8, 2023, Ridgeline ceased all freight operations entirely. On that date, the remaining Ridgeline trucks were pulled off SLG's Texas distribution lanes, and Ridgeline's dispatch office became unresponsive to communications from SLG's operations team. To my knowledge, based on inquiries made by SLG's operations department and by SLG's counsel, Ridgeline has not resumed freight operations at any time since December 8, 2023. Ridgeline appears to have abandoned its business. As of the date of this affidavit, Ridgeline's website is inactive, and its listed telephone numbers are disconnected or go unanswered.
21.  At no time following the expiration of the cure period on November 17, 2023 has Ridgeline or Gerald Brashear communicated to Stonefield any plan to resume services, cure the identified defaults, or satisfy any of Ridgeline's outstanding obligations under the DFSA.
VI. The Formal Demand
22.  On December 22, 2023, Diane Ostrowski, General Counsel of Stonefield Logistics Group Inc., sent a formal written demand letter (the "Demand Letter") to Ridgeline Freight Carriers LLC and to Gerald Brashear, individually, via certified mail, return receipt requested, and via email. The Demand Letter was addressed to Ridgeline at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159 and to Gerald Brashear at 2314 Quail Creek Drive, Edmond, Oklahoma 73034.
23.  The Demand Letter stated that Ridgeline had committed material breaches of the DFSA that were not cured within the 30-day cure period and that Stonefield was entitled to recover liquidated damages under Section 14.3 and actual re-procurement damages under Section 14.4 of the DFSA. The Demand Letter further stated that Gerald Brashear was personally liable for such damages under the personal guaranty set forth in Section 14.5 of the Agreement. The Demand Letter demanded full payment of all amounts owed within fifteen (15) business days and informed Ridgeline and Brashear that Stonefield would pursue all available legal remedies, including litigation, in the event payment was not received.
24.  A true and correct copy of the Demand Letter dated December 22, 2023, is attached hereto as Exhibit C and incorporated herein by reference for all purposes.
25.  Neither Ridgeline Freight Carriers LLC nor Gerald Brashear responded to the December 22, 2023 Demand Letter. No payment of any kind was received from Ridgeline or Brashear in response to the Demand Letter or at any time thereafter.
VII. Engagement of Counsel
26.  On January 29, 2024, Stonefield Logistics Group Inc. formally engaged the law firm of Calderwood & Harkness LLP, Dallas, Texas, to represent SLG in connection with the pursuit of breach-of-contract claims against Ridgeline Freight Carriers LLC and Gerald Brashear arising from the DFSA.
27.  On February 5, 2024, Calderwood & Harkness LLP, acting on behalf of Stonefield, sent a pre-suit demand letter to Ridgeline Freight Carriers LLC and Gerald Brashear, via certified mail and email, demanding payment of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00), representing the total amount of liquidated damages and re-procurement damages owed under the DFSA. The pre-suit demand letter afforded Ridgeline and Brashear ten (10) business days to respond and make payment, and stated that, in the absence of a satisfactory response, Stonefield would file suit. No response of any kind was received from either Ridgeline or Brashear.
VIII. Computation of Damages
28.  Stonefield Logistics Group Inc. seeks recovery of the following categories of damages arising from Ridgeline's material breach of the DFSA:
A. Liquidated Damages Under § 14.3
29.  Section 14.3 of the DFSA provides for the payment of liquidated damages by Carrier in the event of a material default that is not cured within the 30-day cure period. The liquidated damages amount is calculated as the greater of: (a) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term, or (b) Five Hundred Thousand Dollars ($500,000.00).
30.  The date of default, for purposes of the liquidated damages calculation, is November 17, 2023, the date on which the 30-day cure period expired without cure by Ridgeline.
31.  The DFSA was scheduled to expire on April 14, 2025. Accordingly, as of the date of default on November 17, 2023, the remaining unexpired term of the Agreement was approximately seventeen (17) months (from November 17, 2023 through April 14, 2025).
32.  The remaining unpaid Minimum Monthly Revenue Commitment for the unexpired term is calculated as follows:
$325,000.00 per month × 17 months = $5,525,000.00
33.  Twenty-five percent (25%) of the remaining Minimum Monthly Revenue Commitment is calculated as follows:
$5,525,000.00 × 0.25 = $1,381,250.00
34.  Because the amount of $1,381,250.00 exceeds the $500,000.00 floor established by Section 14.3(b) of the DFSA, the applicable liquidated damages amount under Section 14.3 is $1,381,250.00.
B. Re-Procurement Damages Under § 14.4
35.  Following Ridgeline's default and subsequent complete cessation of freight operations on or about December 8, 2023, Stonefield was compelled to procure substitute carrier services on an emergency basis at spot-market and surge-pricing rates in order to maintain continuity of its Texas retail distribution network and to fulfill its contractual obligations to its end-user customers. The necessity of procuring substitute services on an emergency, short-notice basis, during a period of elevated freight demand (the holiday and post-holiday shipping season), resulted in Stonefield incurring freight costs substantially in excess of the rates that would have been payable to Ridgeline under the DFSA for equivalent services.
36.  During the period from November 18, 2023 through January 15, 2024, a period of approximately fifty-nine (59) days, Stonefield incurred documented re-procurement costs totaling $1,056,250.00. These costs consisted of the following categories of expenses:
(a) Emergency spot-market freight charges paid to substitute carriers engaged to cover routes previously serviced by Ridgeline on SLG's Texas retail distribution lanes;
(b) Surge-pricing premiums charged by substitute carriers due to the short-notice, emergency nature of the engagements and the elevated freight demand during the November-January period; and
(c) Substitute carrier engagement fees, including expedited onboarding, credential verification, and insurance compliance processing fees required to bring new carrier partners into SLG's managed transportation network on an accelerated timeline.
37.  These re-procurement costs are recoverable under the consequential damages carve-out in Section 14.4 of the DFSA, which expressly permits the Shipper to recover actual, documented re-procurement costs incurred as a result of Carrier's material default, in addition to the liquidated damages amount payable under Section 14.3. The carve-out in Section 14.4 was specifically negotiated between the parties to address the precise scenario that occurred here—namely, a material default by the Carrier necessitating emergency procurement of substitute services at premium rates.
38.  Supporting documentation for these re-procurement costs, including invoices from substitute carriers, purchase orders, rate confirmations, and internal cost summaries prepared by Samuel Trujillo, Vice President of Operations, are maintained in Stonefield's ordinary course of business records and are available for production to the Court upon request. I have personally reviewed these records and attest that the total re-procurement costs of $1,056,250.00 are accurate and reflect only those costs directly attributable to the replacement of services that were to have been provided by Ridgeline under the DFSA.
C. Total Damages
39.  The total damages sought by Stonefield Logistics Group Inc. in this action are summarized as follows:
40.  The total damages amount of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00) represents the full amount of Stonefield's claims for liquidated damages and re-procurement damages under the DFSA. Stonefield additionally seeks pre-judgment interest, reasonable attorneys' fees, and court costs as set forth in Plaintiff's Motion for Default Judgment and as provided for under Section 14.6 of the DFSA and applicable Texas law.
IX. Authentication of Exhibits
41.  In connection with this Affidavit and Plaintiff's Motion for Default Judgment, I authenticate the following documents, which are attached hereto as exhibits:
(a) Exhibit A — Dedicated Freight Services Agreement dated April 15, 2022. Attached hereto as Exhibit A is a true and correct copy of the fully executed Dedicated Freight Services Agreement between Stonefield Logistics Group Inc. and Ridgeline Freight Carriers LLC, dated April 15, 2022, including all schedules, exhibits, and addenda, and including the Personal Guaranty executed by Gerald "Gerry" Brashear at Section 14.5 of the Agreement. This copy was retrieved from Stonefield's contract management system and is maintained in SLG's ordinary course of business records. I personally executed this Agreement on behalf of Stonefield and have personal knowledge of its contents.
(b) Exhibit B — Written Notice of Material Breach dated October 18, 2023. Attached hereto as Exhibit B is a true and correct copy of the written Cure Notice dated October 18, 2023, sent by Stonefield to Ridgeline Freight Carriers LLC and Gerald Brashear, together with the certified mail receipts evidencing transmittal and delivery. I reviewed and approved the Cure Notice prior to its transmittal and am personally familiar with its contents.
(c) Exhibit C — Formal Demand Letter dated December 22, 2023. Attached hereto as Exhibit C is a true and correct copy of the formal Demand Letter dated December 22, 2023, sent by Diane Ostrowski, General Counsel of Stonefield Logistics Group Inc., to Ridgeline Freight Carriers LLC and Gerald Brashear. I reviewed and approved the Demand Letter prior to its transmittal and am personally familiar with its contents.
42.  Each of the foregoing documents is a true, correct, and complete copy of the original, and each is a business record of Stonefield Logistics Group Inc. that was made and kept in the regular course of SLG's business, at or near the time of the events described therein, by a person with knowledge of the facts, as a regular practice of SLG's business activity.
X. Personal Guaranty of Gerald Brashear
43.  As set forth above, Gerald "Gerry" Brashear, in his individual capacity as Managing Member and sole owner of Ridgeline Freight Carriers LLC, executed a personal, unconditional, and irrevocable guaranty of Ridgeline's obligations under Section 14 of the DFSA (the "Personal Guaranty"). The Personal Guaranty is set forth in Section 14.5 of the DFSA, a true and correct copy of which is included in Exhibit A attached hereto.
44.  Under the terms of the Personal Guaranty, Brashear personally guaranteed the prompt and complete payment and performance of all monetary obligations of Ridgeline arising under Section 14 of the DFSA, including liquidated damages under Section 14.3, re-procurement costs under Section 14.4, and attorneys' fees and costs under Section 14.6. The Personal Guaranty is unconditional and is not subject to any conditions precedent, including the requirement that Stonefield first exhaust remedies against Ridgeline. The Personal Guaranty is capped at Three Million Dollars ($3,000,000.00).
45.  The total damages claimed by Stonefield in this action—$2,437,500.00—fall within the $3,000,000.00 cap of the Personal Guaranty. Accordingly, Gerald Brashear is jointly and severally liable with Ridgeline Freight Carriers LLC for the full amount of damages claimed, together with any pre-judgment interest, reasonable attorneys' fees, and court costs awarded by this Court.
XI. No Cure, No Payment, No Communication
46.  As of the date of this Affidavit, neither Ridgeline Freight Carriers LLC nor Gerald "Gerry" Brashear has cured, or taken any steps to cure, any of the material breaches identified in the October 18, 2023 Cure Notice.
47.  Neither Ridgeline nor Brashear has made any payment of any kind toward the liquidated damages, re-procurement damages, or any other amounts owed to Stonefield under the DFSA.
48.  Neither Ridgeline Freight Carriers LLC nor Gerald Brashear has filed an answer, responsive pleading, or any other appearance in this action within the time prescribed by the Texas Rules of Civil Procedure, or at any time thereafter.
49.  To my knowledge, based on reasonable inquiry, Ridgeline Freight Carriers LLC has not filed a voluntary or involuntary petition for bankruptcy under Title 11 of the United States Code, nor has any bankruptcy proceeding involving Ridgeline been commenced in any jurisdiction. Similarly, to my knowledge, Gerald Brashear has not filed a voluntary or involuntary petition for bankruptcy. Ridgeline has, however, ceased all business operations and appears to have abandoned its business, as described above.
50.  Neither Ridgeline nor Brashear is a member of the military services of the United States or otherwise entitled to protection under the Servicemembers Civil Relief Act, 50 U.S.C. §§ 3901–4043, to the best of my knowledge and belief.
XII. Prayer
51.  Based on the foregoing, I respectfully request that this Honorable Court grant Plaintiff Stonefield Logistics Group Inc.'s Motion for Default Judgment against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, jointly and severally, for:
(a) Total damages in the amount of Two Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($2,437,500.00), consisting of liquidated damages of $1,381,250.00 under Section 14.3 of the DFSA and re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA;
(b) Pre-judgment interest at the applicable rate under Texas law from November 17, 2023, the date of default, through the date of judgment;
(c) Reasonable attorneys' fees and costs of court as provided under Section 14.6 of the DFSA and applicable Texas law, in the amount set forth in Plaintiff's Motion for Default Judgment and the supporting affidavit of counsel; and
(d) Such other and further relief as this Court deems just and equitable.
FURTHER AFFIANT SAYETH NOT.
________________________________________
Marcus Ellington Chief Executive Officer Stonefield Logistics Group Inc. 4100 Commerce Street, Suite 1200 Dallas, Texas 75226
Date: _____, 2024
STATE OF TEXAS
COUNTY OF DALLAS
SUBSCRIBED AND SWORN TO BEFORE ME by Marcus Ellington on this _ day of _____, 2024, to certify which, witness my hand and seal of office.
________________________________________
Notary Public, State of Texas
Printed Name: ________
My Commission Expires: ________
[NOTARY SEAL/STAMP]
EXHIBIT LIST
The following exhibits are referenced in this Affidavit and are separately attached hereto:
Category of Damages | DFSA Provision | Amount
Liquidated Damages | § 14.3 | $1,381,250.00
Re-Procurement Damages | § 14.4 | $1,056,250.00
Total Damages | $2,437,500.00
Exhibit | Description
Exhibit A | Dedicated Freight Services Agreement dated April 15, 2022, between Stonefield Logistics Group Inc. and Ridgeline Freight Carriers LLC (including the Personal Guaranty executed by Gerald Brashear at § 14.5)
Exhibit B | Written Notice of Material Breach dated October 18, 2023, sent by Stonefield to Ridgeline and Gerald Brashear (with certified mail receipts)
Exhibit C | Formal Demand Letter dated December 22, 2023, sent by Diane Ostrowski, General Counsel of Stonefield, to Ridgeline and Gerald Brashear

CAUSE NO. DC-24-01847

IN THE 134TH JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS

STATE OF TEXAS

COUNTY OF DALLAS

FURTHER AFFIANT SAYETH NOT.

STATE OF TEXAS

COUNTY OF DALLAS

EXHIBIT LIST

Record

Parties

Dates

Amounts